Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o(Do not check if a
smaller reporting company)

Smaller reporting company o

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o No ý

As of July 29, 2011, there were 14,457,066 units of the registrant's Common Limited Partner Units outstanding.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including the following:



certain statements, including possible or assumed future results of operations, in "Management's Discussion and Analysis
of Financial Condition and Results of Operations;"



any statements contained herein regarding the prospects for our business or any of our services;



any statements preceded by, followed by or that include the words "may," "seeks," "believes," "expects," "anticipates,"
"intends," "continues," "estimates," "plans," "targets," "predicts," "attempts," "is scheduled," or similar expressions; and



other statements contained herein regarding matters that are not historical facts.

Our
business and results of operations are subject to risks and uncertainties, many of which are beyond our ability to control or predict. Because of these risks and uncertainties,
actual results may differ materially from those expressed or implied by forward-looking statements, and investors are cautioned not to place undue reliance on such statements, which speak only as of
the date thereof. Important factors that could cause actual results to differ materially from our expectations and may adversely affect our business and results of operations, include, but are not
limited to those risk factors set forth in this report in Part II. Other Information under the heading "Item 1A. Risk Factors."

Part I. Financial Information

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The interim unaudited consolidated financial statements of TransMontaigne Partners L.P. as of and for the three and six months
ended June 30, 2011 are included herein beginning on the following page. The accompanying unaudited interim consolidated financial statements should be read in conjunction with our consolidated
financial statements and related notes for the year ended December 31, 2010, together with our discussion and analysis of financial condition and results of operations, included in our Annual
Report on Form 10-K filed on March 10, 2011 with the Securities and Exchange Commission (File No. 001-32505).

TransMontaigne
Partners L.P. is a holding company with the following active wholly-owned operating subsidiaries during the three and six months ended June 30,
2011:

The
above omits non-operating subsidiaries that, considered in the aggregate, do not constitute significant subsidiaries as of June 30, 2011. We do not have
off-balance-sheet arrangements (other than operating leases) or special-purpose entities.

TransMontaigne Partners L.P. ("Partners") was formed in February 2005 as a Delaware master limited partnership initially to own and operate refined
petroleum products terminaling and transportation facilities. We conduct our operations primarily in the United States along the Gulf Coast, in the Southeast, in Brownsville, Texas, along the
Mississippi and Ohio rivers, and in the Midwest. We provide integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of refined
petroleum products, crude oil, chemicals, fertilizers and other liquid products, including TransMontaigne Inc. and Morgan Stanley Capital Group Inc.

We
are controlled by our general partner, TransMontaigne GP L.L.C. ("TransMontaigne GP"), which is a wholly-owned subsidiary of TransMontaigne Inc. Effective
September 1, 2006, Morgan Stanley Capital Group Inc. ("Morgan Stanley Capital Group"), a wholly-owned subsidiary of Morgan Stanley, purchased all of the issued and outstanding capital
stock of TransMontaigne Inc. Morgan Stanley Capital Group is the principal commodities trading arm of Morgan Stanley. As a result of Morgan Stanley's acquisition of TransMontaigne Inc.,
Morgan Stanley became the indirect owner of our general partner. At June 30, 2011, TransMontaigne Inc. and Morgan Stanley have a significant interest in our partnership through their
indirect ownership of a 21.7% limited partner interest, a 2% general partner interest and the incentive distribution rights.

Our accounting and financial reporting policies conform to accounting principles and practices generally accepted in the United States of America. The
accompanying consolidated financial statements include the accounts of TransMontaigne Partners L.P., a Delaware limited partnership, and its controlled subsidiaries. All significant
inter-company accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements.

The
preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The
following estimates, in management's opinion, are subjective in nature, require the exercise of judgment, and involve complex analyses: allowance for doubtful accounts, accrued environmental
obligations and determining the fair value of our reporting units when analyzing goodwill. Changes in these estimates and assumptions will occur as a result of the passage of time and the occurrence
of future events. Actual results could differ from these estimates.

The
accompanying consolidated financial statements include allocated general and administrative charges from TransMontaigne Inc. for indirect corporate overhead to cover costs of
functions such as legal, accounting, treasury, engineering, environmental safety, information technology, and other corporate services (see Note 2 of Notes to consolidated financial
statements). The allocated general and administrative expenses were approximately $2.6 million for the three months ended June 30, 2011 and 2010. The allocated general and administrative
expenses were approximately $5.2 million for the six months ended June 30, 2011 and 2010. The accompanying consolidated financial statements also include allocated insurance charges from
TransMontaigne Inc. for insurance premiums to cover costs of insuring activities such as property, casualty, pollution, automobile, directors' and officers' liability, and

other
insurable risks. The allocated insurance charges were approximately $0.8 million for the three months ended June 30, 2011 and 2010. The allocated insurance charges were
approximately $1.6 million for the six months ended June 30, 2011 and 2010. The accompanying consolidated financial statements also include reimbursement of bonus awards paid to
TransMontaigne Services Inc. towards bonus awards granted by TransMontaigne Services Inc. to certain key officers and employees that vest over future periods. The reimbursement of bonus
awards was approximately $0.3 million for the three months ended June 30, 2011 and 2010. The reimbursement of bonus awards was approximately $0.6 million for the six months ended
June 30, 2011 and 2010.

In connection with our terminal and pipeline operations, we utilize the accrual method of accounting for revenue and expenses. We generate revenue in our terminal
and pipeline operations from terminaling services fees, transportation fees, management fees and cost reimbursements, fees from other ancillary services and gains from the sale of refined products.
Terminaling services revenue is recognized ratably over the term of the agreement for storage fees and minimum revenue commitments that are fixed at the inception of the agreement and when product is
delivered to the customer for fees based on a rate per barrel throughput; transportation revenue is recognized when the product has been delivered to the customer at the specified delivery location;
management fee revenue and cost reimbursements are recognized as the services are performed or as the costs are incurred; ancillary service revenue is recognized as the services are performed; and
gains from the sale of refined products are recognized when the title to the product is transferred.

Pursuant
to terminaling services agreements with certain of our throughput customers, we are entitled to the volume of product gained resulting from differences in the measurement of
product volumes received and distributed at our terminaling facilities. Consistent with recognized industry practices, measurement differentials occur as the result of the inherent variances in
measurement devices and methodology. We recognize as revenue the net proceeds from the sale of the product gained. For the three months ended June 30, 2011 and 2010, we recognized revenue of
approximately $4.7 million and $2.8 million, respectively, for net product gained. Within these amounts, approximately $4.1 million and $2.6 million, respectively, were
pursuant to terminaling services agreements with affiliate customers. For the six months ended June 30, 2011 and 2010, we recognized revenue of approximately $9.4 million and
$5.7 million, respectively, for net product gained. Within these amounts, approximately $8.5 million and $5.3 million, respectively, were pursuant to terminaling services
agreements with affiliate customers.

Depreciation is computed using the straight-line method. Estimated useful lives are 15 to 25 years for plant, which includes buildings, storage
tanks, and pipelines, and 3 to 25 years for equipment. All items of property, plant and equipment are carried at cost. Expenditures that increase capacity or extend useful lives are
capitalized. Repairs and maintenance are expensed as incurred.

We
evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable based on
expected undiscounted future cash flows attributable to that asset group. If an asset group is impaired, the impairment loss to be recognized is the excess of the carrying amount of the asset group
over its estimated fair value.

(f) Investment in joint venture

Effective as of April 1, 2011, we entered into a joint venture with P.M.I. Services North America Inc. ("PMI"), an indirect subsidiary of
Petroleos Mexicanos ("Pemex"), the Mexican state-owned petroleum company, at our Brownsville, Texas terminal. We contributed approximately 1.5 million barrels of light petroleum product storage
capacity, as well as related ancillary facilities, to the joint venture, also known as Frontera Brownsville LLC, in exchange for a cash payment of approximately $25.6 million and a 50%
ownership interest. PMI acquired a 50% ownership interest in Frontera Brownsville LLC for a cash payment of approximately $25.6 million. We are operating the joint venture assets under
an operations and reimbursement agreement executed between us and Frontera Brownsville LLC. All significant decisions affecting the business are decided by PMI and us based upon our respective
50% ownership interests.

We
account for our investment in joint venture, which we do not control but do have the ability to exercise significant influence over, using the equity method of accounting. Under this
method, the investment is recorded at fair value on the acquisition date, increased by our proportionate share of the joint venture's earnings and by contributions made, and decreased by our
proportionate share of the joint venture's net losses and by distributions received. We evaluate our equity method investment for impairment whenever events or circumstances indicate there is a loss
in value of the investment that is other than temporary. In the event of an impairment, we record a charge to earnings to adjust the carrying value to fair value.

We accrue for environmental costs that relate to existing conditions caused by past operations when estimable (see Note 9 of Notes to consolidated
financial statements). Environmental costs include initial site surveys and environmental studies of potentially contaminated sites, costs for remediation and restoration of sites determined to be
contaminated and ongoing monitoring costs, as well as fines, damages and other costs, including direct legal costs. Liabilities for environmental costs at a specific site are initially recorded, on an
undiscounted basis, when it is probable that we will be liable for such costs, and a reasonable estimate of the associated costs can be made based on available information. Such an estimate includes
our share of the liability for each specific site and the sharing of the amounts related to each site that will not be paid by other potentially responsible parties, based on enacted laws and adopted
regulations and policies. Adjustments to initial estimates are recorded, from time to time, to reflect changing circumstances and estimates based upon additional information developed in subsequent
periods. Estimates of our ultimate liabilities associated with environmental costs are difficult to make with certainty due to the number of variables involved, including the early stage of
investigation at certain sites, the lengthy time frames required to complete remediation, technology changes, alternatives available and the evolving nature of environmental laws and regulations. We
periodically file claims for insurance recoveries of certain environmental remediation costs with our insurance carriers under our comprehensive liability policies (see Note 5 of Notes to
consolidated

financial
statements). We recognize our insurance recoveries as a credit to income in the period that we assess the likelihood of recovery as being probable (i.e., likely to occur).

TransMontaigne Inc.
agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before May 27, 2010 and that are
associated with the ownership or operation of the Florida and Midwest terminal facilities prior to May 27, 2005, up to a maximum liability not to exceed $15.0 million for this
indemnification obligation (see Note 2 of Notes to consolidated financial statements). TransMontaigne Inc. has agreed to indemnify us against certain potential environmental claims,
losses and expenses that are identified on or before December 31, 2011 and that are associated with the ownership or operation of the Brownsville and River terminals prior to
December 31, 2006, up to a maximum liability not to exceed $15.0 million for this indemnification obligation (see Note 2 of Notes to consolidated financial statements).
TransMontaigne Inc. has agreed to indemnify us against certain potential environmental claims, losses and expenses that are identified on or before December 31, 2012 and that are
associated with the ownership or operation of the Southeast terminals prior to December 31, 2007, up to a maximum liability not to exceed $15.0 million for this indemnification
obligation (see Note 2 of Notes to consolidated financial statements). TransMontaigne Inc. has agreed to indemnify us against certain potential environmental claims, losses and expenses
that are identified on or before March 1, 2016 and that are associated with the ownership or operation of the Pensacola terminal prior to March 1, 2011, up to a maximum liability not to
exceed $2.5 million for this indemnification obligation (see Note 2 of Notes to consolidated financial statements).

Asset retirement obligations are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction,
development or normal use of the asset. Generally accepted accounting principles require that the fair value of a liability related to the retirement of long-lived assets be recorded at
the time a legal obligation is incurred. Once an asset retirement obligation is identified and a liability is recorded, a corresponding asset is recorded, which is depreciated over the remaining
useful life of the asset. After the initial measurement, the liability is adjusted to reflect changes in the asset retirement obligation's fair value. If and when it is determined that a legal
obligation has been incurred, the fair value of any liability is determined based on estimates and assumptions related to retirement costs, future inflation rates and interest rates. Our
long-lived assets consist of above-ground storage facilities and underground pipelines. We are unable to predict if and when these long-lived assets will become completely
obsolete and require dismantlement. Accordingly, we have not recorded an asset retirement obligation, or corresponding asset, because the future dismantlement and removal dates of our
long-lived assets, and the amount of any associated costs, are indeterminable. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of
future events.

Generally accepted accounting principles require us to measure the cost of services received in exchange for an award of equity instruments based on the
grant-date fair value of the award. That cost will be recognized over the period during which a board member or employee is required to provide service in exchange for the award. We are
required to estimate the number of equity instruments that

The functional currency of Partners and its U.S.-based subsidiaries is the U.S. Dollar. The functional currency of our foreign subsidiaries, including Penn Octane
de Mexico, S. de R.L. de C.V., Termatsal, S. de R.L. de C.V., and Tergas, S. de R.L. de C.V., is the Mexican Peso. The assets and liabilities of our foreign subsidiaries are translated at
period-end rates of exchange, and revenue and expenses are translated at average exchange rates prevailing for the period. The resulting translation adjustments, net of related income
taxes, are recorded as a component of other comprehensive income in partners' equity. Gains and losses from the remeasurement of foreign currency transactions (transactions denominated in a currency
other than the entity's functional currency) are included in the consolidated statements of operations in other income (expenses).

Generally accepted accounting principles require us to recognize all derivative instruments at fair value in the consolidated balance sheet as assets or
liabilities (see Note 9 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in earnings unless specific hedge accounting
criteria are met.

We
did not have any derivative instruments at June 30, 2011. At December 31, 2010, our derivative instruments were limited to an interest rate swap. We did not designate
this interest rate swap as a hedge and therefore the change in the fair value of our interest rate swap is included in the consolidated statements of operations in other income (expenses). The fair
value of our interest rate swap was determined using a pricing model based on the LIBOR swap rate and other observable market data. The fair value was determined after considering the potential impact
of collateralization, adjusted to reflect nonperformance risk of both Wells Fargo Bank N.A., the counterparty, and us. Our fair value measurement of our interest rate swap utilized Level 2
inputs as defined by generally accepted accounting principles.

No provision for U.S. federal income taxes has been reflected in the accompanying consolidated financial statements because Partners is treated as a partnership
for federal income taxes. As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by Partners flow through to the unitholders of the partnership.

Partners
is a taxable entity under certain U.S. state jurisdictions, primarily Texas. Certain of our Mexican subsidiaries are corporations for Mexican tax purposes and, therefore, are
subject to Mexican federal and provincial income taxes.

Partners
accounts for U.S. state income taxes and Mexican federal and provincial income taxes under the asset and liability method pursuant to generally accepted accounting principles.
Currently, Mexican federal and provincial income taxes and U.S. state income taxes are not significant.

Generally accepted accounting principles addresses the computation of earnings per limited partnership unit for master limited partnerships that consist of
publicly traded common units held by limited partners, a general partner interest, and incentive distribution rights that are accounted for as equity interests. Partners' incentive distribution rights
are owned by our general partner. Distributions are declared from available cash (as defined by our partnership agreement) and the incentive distribution rights are not entitled to distributions other
than from available cash. Any excess of distributions over earnings are allocated to the limited partners and general partner interest based on their respective sharing of losses specified in the
partnership agreement, which is based on their ownership percentages of 98% and 2%, respectively. Incentive distribution rights do not share in losses under our partnership agreement. The earnings
allocable to the general partner interest for the period represents distributions attributable to the period on behalf of the general partner interest and any incentive distribution rights less the
excess of distributions over earnings allocated to the limited partners (see Note 15 of Notes to consolidated financial statements). Basic earnings per limited partner unit are computed by
dividing net earnings allocable to limited partners by the weighted average number of limited partnership units outstanding during the period, excluding restricted phantom units. Diluted earnings per
limited partner unit are computed by dividing net earnings allocable to limited partners by the weighted average number of limited partnership units outstanding during the period and, when dilutive,
restricted phantom units. Net earnings allocable to limited partners are net of the earnings allocable to the general partner interest including incentive distribution rights.

(2) TRANSACTIONS WITH AFFILIATES

Omnibus Agreement. We have an omnibus agreement with TransMontaigne Inc. that will expire in December 2014, unless
extended. Under the omnibus
agreement we pay TransMontaigne Inc. an administrative fee for the provision of various general and administrative services for our benefit. Effective January 1, 2011, the annual
administrative fee payable to TransMontaigne Inc. is approximately
$10.5 million. If we acquire or construct additional facilities, TransMontaigne Inc. will propose a revised administrative fee covering the provision of services for such additional
facilities. If the conflicts committee of our general partner agrees to the revised administrative fee, TransMontaigne Inc. will provide services for the additional facilities pursuant to the
agreement. The administrative fee includes expenses incurred by TransMontaigne Inc. to perform centralized corporate functions, such as legal, accounting, treasury, insurance administration and
claims processing, health, safety and environmental, information technology, human resources, credit, payroll, taxes and engineering and other corporate services, to the extent such services are not
outsourced by TransMontaigne Inc.

The
omnibus agreement further provides that we pay TransMontaigne Inc. an insurance reimbursement for premiums on insurance policies covering our facilities and operations.
Effective January 1, 2011, the annual insurance reimbursement payable to TransMontaigne Inc. is approximately $3.3 million. We also reimburse TransMontaigne Inc. for direct
operating costs and expenses that TransMontaigne Inc. incurs on our behalf, such as salaries of operational personnel performing services on-site at our terminals and pipelines and
the cost of their employee benefits, including 401(k) and health insurance benefits.

We
also agreed to reimburse TransMontaigne Inc. and its affiliates for a portion of the incentive payment grants to key employees of TransMontaigne Inc. and its affiliates
under the TransMontaigne Services Inc. savings and retention plan, provided the compensation committee of our general partner determines that an adequate portion of the incentive payment grants
are allocated to an investment fund indexed to the performance of our common units. For the year ending December 31, 2011, we have agreed to reimburse TransMontaigne Inc. and its
affiliates approximately $1.3 million.

The
omnibus agreement provided us with a right of first offer to purchase all of TransMontaigne Inc.'s and its subsidiaries' right, title and interest in the Pensacola, Florida
refined petroleum products terminal and any assets acquired in an asset exchange transaction that replace the Pensacola assets. We exercised this right effective as of March 1, 2011 and
purchased the Pensacola terminal for cash consideration of approximately $12.8 million (see Note 3 of Notes to consolidated financial statements).

The
omnibus agreement also provides TransMontaigne Inc. a right of first refusal to purchase our assets, provided that TransMontaigne Inc. agrees to pay no less than 105%
of the purchase price offered by the third party bidder. Before we enter into any contract to sell such terminal or pipeline facilities, we must give written notice of all material terms of such
proposed sale to TransMontaigne Inc. TransMontaigne Inc. will then have the sole and exclusive option, for a period of 45 days following receipt of the notice, to purchase the
subject facilities for no less than 105% of the purchase price on the terms specified in the notice.

TransMontaigne Inc.
also has a right of first refusal to contract for the use of any petroleum product storage capacity that (i) is put into commercial service after
January 1, 2008, or (ii) was subject to a terminaling services agreement that expires or is terminated (excluding a contract renewable solely at the option of our customer), provided
that TransMontaigne Inc. agrees to pay 105% of the fees offered by the third party customer.

Environmental Indemnification. In connection with our acquisition of the Florida and Midwest terminals, TransMontaigne Inc.
agreed to
indemnify us against certain potential environmental claims, losses and expenses that were identified on or before May 27, 2010, and that were associated with the ownership or operation of the
Florida and Midwest terminals prior to May 27, 2005. TransMontaigne Inc.'s maximum liability for this indemnification obligation is $15.0 million. TransMontaigne Inc. has
no obligation to indemnify us for losses until such aggregate losses exceeded $250,000. The deductible amount, cap amount and limitation of time for indemnification do not apply to any environmental
liabilities known to exist as of May 27, 2005. TransMontaigne Inc. has no indemnification obligations with respect to environmental claims made as a result of additions to or
modifications of environmental laws promulgated after May 27, 2005.

In
connection with our acquisition of the Brownsville, Texas and River terminals, TransMontaigne Inc. agreed to indemnify us against potential environmental claims, losses and
expenses that are identified on or before December 31, 2011, and that are associated with the ownership or operation of the Brownsville and River facilities prior to December 31, 2006.
Our environmental losses must first exceed $250,000 and TransMontaigne Inc.'s indemnification obligations are capped at $15.0 million. The deductible amount, cap amount and limitation of
time for indemnification do not apply to any environmental liabilities known to exist as of December 31, 2006. TransMontaigne Inc. has

no
indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after December 31, 2006.

In
connection with our acquisition of the Southeast terminals, TransMontaigne Inc. agreed to indemnify us against potential environmental claims, losses and expenses that are
identified on or before December 31, 2012, and that are associated with the ownership or operation of the Southeast terminals prior to December 31, 2007. Our environmental losses must
first exceed $250,000 and TransMontaigne Inc.'s indemnification obligations are capped at $15.0 million. The deductible amount, cap amount and limitation of time for indemnification do
not apply to any environmental liabilities known to exist as of December 31, 2007. TransMontaigne Inc. has no indemnification obligations with respect to environmental claims made as a
result of additions to or modifications of environmental laws promulgated after December 31, 2007.

In
connection with our acquisition of the Pensacola terminal, TransMontaigne Inc. agreed to indemnify us against potential environmental claims, losses and expenses that are
identified on or before March 1, 2016, and that are associated with the ownership or operation of the Pensacola terminal prior to March 1, 2011. Our environmental losses must first
exceed $200,000 and TransMontaigne Inc.'s indemnification obligations are capped at $2.5 million. The deductible amount, cap amount and limitation of time for indemnification do not
apply to any environmental liabilities known to exist as of March 1, 2011. TransMontaigne Inc. has no indemnification obligations with respect to environmental claims made as a result of
additions to or modifications of environmental laws promulgated after March 1, 2011.

Terminaling Services AgreementFlorida Terminals and Razorback Pipeline System. We have a terminaling services agreement
with Morgan
Stanley Capital Group relating to our Florida, Mt. Vernon, Missouri and Rogers, Arkansas terminals. Effective June 1, 2008, we amended the terminaling services agreement to include renewable
fuels blending functionality at the Florida Terminals. The initial term expires on May 31, 2014 for the Florida terminals and on May 31, 2012 for the Razorback pipeline system. After the
initial term, the terminaling services agreement will automatically renew for subsequent one-year periods, subject to either party's right to terminate with six months' notice prior to the
end of the initial term or the then current renewal term. Under this agreement, Morgan Stanley Capital Group agreed to throughput a volume of refined product that will, at the fee and tariff schedule
contained in the agreement, result in minimum throughput payments to us of approximately $36.6 million for the contract year ending May 31, 2011 (approximately $37.0 million for
the contract year ending May 31, 2012); with stipulated annual increases in throughput payments each contract year thereafter. Morgan Stanley Capital Group's minimum annual throughput payment
is reduced proportionately for any decrease in storage capacity due to out-of-service tank capacity.

If
a force majeure event occurs that renders performance impossible with respect to an asset for at least 30 consecutive days, Morgan Stanley Capital Group's obligations would be
temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutive days or more and results in a diminution in the storage capacity we make available to Morgan
Stanley Capital Group, Morgan Stanley Capital Group's minimum revenue commitment would be reduced proportionately for the duration of the force majeure event.

Morgan
Stanley Capital Group may not assign the terminaling services agreement without our consent. Upon termination of the agreement, Morgan Stanley Capital Group has a right of first
refusal

to
enter into a new terminaling services agreement with us, provided they pay no less than 105% of the fees offered by any third party.

Terminaling Services AgreementFisher Island Terminal. We have a terminaling services agreement with
TransMontaigne Inc. that will
expire on December 31, 2011. Under this agreement, TransMontaigne Inc. agreed to throughput at our Fisher Island terminal in the Gulf Coast region a volume of fuel oils that will, at the
fee schedule contained in the agreement, result in minimum revenue to us of approximately $1.8 million for the contract year ending December 31, 2011. In exchange for its minimum
throughput commitment, we agreed to provide TransMontaigne Inc. with approximately 185,000 barrels of fuel oil capacity.

Revenue Support AgreementOklahoma City Terminal. We have a revenue support agreement with TransMontaigne Inc. that
provides that
in the event any current third-party terminaling agreement should expire, TransMontaigne Inc. agrees to enter into a terminaling services agreement that will expire no earlier than
November 1, 2012. The terminaling services agreement will provide that TransMontaigne Inc. agrees to throughput such volume of refined product as may be required to guarantee minimum
revenue of approximately $0.8 million per year. If TransMontaigne Inc. fails to meet its minimum revenue commitment in any year, it must pay us the amount of any shortfall within 15
business days following receipt of an invoice from us. In exchange for TransMontaigne Inc.'s minimum revenue commitment, we will agree to provide TransMontaigne Inc. approximately
153,000 barrels of light oil storage capacity at our Oklahoma City terminal. TransMontaigne Inc.'s minimum revenue commitment currently is not in effect because a major oil company is under
contract through March 31, 2012 for the utilization of the light oil storage capacity at the terminal.

Terminaling Services AgreementMobile Terminal. We had a terminaling services agreement with TransMontaigne Inc. that
terminated
on December 17, 2010 with the sale of the Mobile terminal (see Note 3 of Notes to consolidated financial statements). As consideration for the early termination of the terminaling
services agreement and release of TransMontaigne Inc. from its obligations thereunder, we received an early termination payment of approximately $1.3 million. Under this agreement,
TransMontaigne Inc. agreed to throughput at our Mobile terminal a volume of refined products that, at the fee schedule contained in the agreement, resulted in minimum revenue to us of
approximately $2.5 million for the contract year ending December 31, 2010.

Terminaling Services AgreementBrownsville Terminals. We had a terminaling services agreement with Morgan Stanley Capital
Group, relating
to our Brownsville, Texas terminal complex that was terminated effective May 1, 2010. The storage capacity under this agreement is now under contract with third parties. Under this agreement,
Morgan Stanley Capital Group agreed to store a specified minimum amount of fuel oils at our terminals and paid us approximately $0.4 million in 2010.

Terminaling Services AgreementBrownsville LPG. We have a terminaling services agreement with TransMontaigne Inc.
relating
to our Brownsville, Texas facilities that expired on March 31, 2011 and is continuing on a month to month basis, subject to either party's right to terminate with thirty days' prior notice.
Under this agreement, TransMontaigne Inc. agreed to throughput at our Brownsville facilities certain minimum volumes of natural gas liquids that will result in minimum revenue to us of
approximately $1.3 million per year. In exchange for TransMontaigne Inc.'s minimum throughput commitment, we agreed to provide TransMontaigne Inc. approximately 33,000 barrels of
storage capacity at our Brownsville facilities.

Terminaling Services AgreementMatamoros LPG. We have a terminaling services agreement with TransMontaigne Inc.
relating to
our natural gas liquids storage facility in Matamoros, Mexico that expired on March 31, 2011 and is continuing on a month to month basis, subject to either party's right
to terminate with thirty days' prior notice. In the event that the Brownsville LPG agreement between us and TransMontaigne Inc. terminates, this terminaling services agreement will also
terminate. Under this agreement, TransMontaigne Inc. agreed to throughput a volume of natural gas liquids that will, at the fee schedule contained in the agreement, result in minimum throughput
payments to us of approximately $0.6 million per year. In exchange for TransMontaigne Inc.'s minimum throughput payments, we agreed to provide TransMontaigne Inc. approximately
7,000 barrels of natural gas liquids storage capacity.

Terminaling Services AgreementBrownsville and River Terminals. We had a terminaling services agreement with
TransMontaigne Inc.
relating to certain renewable fuels capacity at our Brownsville and River terminals that terminated on December 31, 2010. Under this agreement, TransMontaigne Inc. had agreed to
throughput at these terminals certain minimum volumes of renewable fuels that, at the fee schedule contained in the agreement, resulted in minimum revenue to us of approximately $0.6 million
per year. In exchange for TransMontaigne Inc.'s minimum throughput commitment, we had agreed to provide TransMontaigne Inc. approximately 116,000 barrels of storage capacity at these
terminals.

Operations and Reimbursement AgreementFrontera Brownsville LLC. Effective as of April 1, 2011, we entered into
the
Frontera Brownsville LLC joint venture in which we have a 50% ownership interest (see Note 3 of Notes to consolidated financial statements). In conjunction with us entering into the
joint venture, we agreed to operate the joint venture, in accordance with an operations and reimbursement agreement executed between us and Frontera Brownsville LLC, for a management fee that
is based on our costs incurred. Our agreement with Frontera Brownsville LLC stipulates that we may resign as the operator at any time with the prior written consent of Frontera
Brownsville LLC, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding
health, safety or environmental matters. During the three months ended June 30, 2011, we recognized approximately $0.6 million of revenue related to this operations and reimbursement
agreement.

Terminaling Services AgreementSoutheast Terminals. We have a terminaling services agreement with Morgan Stanley Capital
Group relating
to our Southeast terminals. The terminaling services agreement commenced on January 1, 2008 and has a seven-year term expiring on December 31, 2014, subject to a
seven-year renewal option at the election of Morgan Stanley Capital Group. Under this agreement, Morgan Stanley Capital Group agreed to throughput a volume of refined product at our
Southeast terminals that will, at the fee schedule contained in the agreement, result in minimum throughput payments to us of approximately $34.7 million for the contract year ending
December 31, 2011; with stipulated annual increases in throughput payments each contract year thereafter. Morgan Stanley Capital Group's minimum annual throughput payment is reduced
proportionately for any decrease in storage capacity due to out-of-service tank capacity. In exchange for its minimum throughput commitment, we agreed to provide Morgan Stanley
Capital Group approximately 8.9 million barrels of light oil storage capacity at our Southeast terminals. Under this agreement we also agreed to undertake certain capital projects to provide
ethanol blending functionality at certain of our Southeast terminals with estimated completion dates that extend through August 31, 2011. Upon

completion
of each of the projects, Morgan Stanley Capital Group has agreed to pay us a lump-sum ethanol blending fee. Through June 30, 2011, we had received payments totaling
approximately $22.5 million and we expect to receive future payments through October 31, 2011 from Morgan Stanley Capital Group of approximately $0.6 million.

If
a force majeure event occurs that renders performance impossible with respect to an asset for at least 30 consecutive days, Morgan Stanley Capital Group's obligations would be
temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutive days or more and results in a diminution in the storage capacity we make available to Morgan
Stanley Capital Group, Morgan Stanley Capital Group's minimum revenue commitment would be reduced proportionately for the duration of the force majeure event.

Morgan
Stanley Capital Group may not assign the terminaling services agreement without our consent.

Terminaling Services AgreementCollins/Purvis Terminal. In January 2010, we entered into a terminaling services agreement
with Morgan
Stanley Capital Group relating to our Collins, Mississippi facility that will expire seven years following the in-service date of certain tank capacity and other improvements to be
constructed by us, subject to one-year automatic renewals unless terminated by either party upon 180 days notice prior to the end of the then-current renewal term. Under
this agreement, Morgan Stanley Capital Group agreed to throughput a volume of light oil products at our terminal that will, at the fee schedule contained in the agreement, result in minimum throughput
payments to us of approximately $4.1 million for the one-year period following the in-service date and for each contract year thereafter. In exchange for its minimum
revenue commitment, we agreed to undertake certain capital
projects to provide an additional 700,000 barrels of light oil capacity and other improvements at the Collins terminal. These capital projects were completed and placed into service in July 2011.

If
a force majeure event occurs that renders performance impossible with respect to an asset for at least 30 consecutive days, Morgan Stanley Capital Group's obligations would be
temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutive days or more and results in a diminution in the storage capacity we make available to Morgan
Stanley Capital Group, Morgan Stanley Capital Group's minimum revenue commitment would be reduced proportionately for the duration of the force majeure event.

Neither
party may transfer or assign this agreement without the consent of the other party unless such assignment is to an affiliate or, in the case of Partners, a successor in interest
to us or to the Collins terminal.

(3) TERMINAL ACQUISITIONS AND DISPOSITIONS

Acquisition of Pensacola Terminal. Effective as of March 1, 2011, we acquired from TransMontaigne Inc. its Pensacola,
Florida refined
petroleum products terminal with approximately 270,000 barrels of aggregate active storage capacity for a cash payment of approximately $12.8 million. The Pensacola terminal provides integrated
terminaling services principally to a third party customer. The acquisition of the Pensacola terminal from TransMontaigne Inc. has been recorded at carryover basis in a manner similar to a
reorganization of entities under common control. As TransMontaigne Inc. controls our general partner, the difference between the consideration we paid to

TransMontaigne Inc.
and the carryover basis of the net assets purchased has been reflected in the accompanying consolidated balance sheet and changes in partners' equity as an increase to the
general partner's equity interest. The accompanying consolidated financial statements include the assets, liabilities and results of operations of the Pensacola Terminal from March 1, 2011.

The
carryover basis in the assets and liabilities of the Pensacola terminal as of March 1, 2011 is as follows (in thousands):

Cash and cash equivalents

$

1

Other current assets

61

Property, plant and equipment, net

13,232

Accrued liabilities

(45

)

Total carryover basis

$

13,249

Acquisition of Collins and Bainbridge Terminals. On April 27, 2010, we purchased from BP Products North America Inc.
("BP"), two
refined product terminals with approximately 60,000 barrels and 110,000 barrels of aggregate active storage capacity in Collins, Mississippi and Bainbridge, Georgia, respectively, for cash
consideration of approximately $1.6 million. We previously managed and operated these two refined product terminals that are adjacent to our Collins and Bainbridge terminals and received a
reimbursement of their proportionate share of operating and maintenance costs. These two refined product terminals currently provide integrated terminaling services to Morgan Stanley Capital Group.
The accompanying consolidated financial statements include the assets, liabilities and results of operations of these assets from April 27, 2010.

Contribution of Certain Brownsville, Texas Terminal Assets to a Joint Venture. Effective as of April 1, 2011, we entered
into a joint venture
with P.M.I. Services North America Inc. ("PMI"), an indirect subsidiary of Petroleos Mexicanos ("Pemex"), the Mexican state-owned petroleum company, at our Brownsville, Texas terminal.
We contributed approximately 1.5 million barrels of light petroleum product storage capacity, as well as related ancillary facilities, to the joint venture, also known as Frontera
Brownsville LLC, in exchange for a cash payment of approximately $25.6 million and a 50% ownership interest. PMI acquired a 50% ownership interest in Frontera Brownsville LLC for
a cash payment of approximately $25.6 million. We are operating the joint venture assets under an operations and reimbursement agreement executed between us and Frontera Brownsville LLC.
We continue to own and operate approximately 1.0 million barrels of tankage in Brownsville independent of the joint venture.

The
assets contributed to the joint venture constitute a business that we no longer control. We accounted for the deconsolidation of these assets by recognizing a gain on disposition of
assets of approximately $9.6 million in the accompanying consolidated statement of operations for the three months ended June 30, 2011. The gain was measured as the difference between
the carrying amount of the contributed assets and the aggregate of the cash we received and the fair value of the 50% interest we retained in the joint venture. At the time of our contribution of
assets to the joint venture, the

carrying
amount of the contributed assets was approximately $41.6 million and consisted of the following as of April 1, 2011 (in thousands):

Other current assets

$

98

Property, plant and equipment, net

33,244

Goodwill

7,481

Other assets, netcustomer relationships, net

787

Total carrying amount

$

41,610

We
account for our investment in Frontera Brownsville LLC, which we do not control but do have the ability to exercise significant influence over, using the equity method of
accounting. Under this method, the investment was recorded at the fair value of our 50% ownership interest on April 1, 2011.

Disposition of Mobile Terminal. On December 17, 2010, we sold our Mobile terminal with approximately 163,000 barrels of
aggregate active
storage capacity to an unaffiliated third party for cash proceeds of approximately $3.9 million. The accompanying consolidated financial statements exclude the assets, liabilities and results
of operations of these assets subsequent to December 17, 2010.

Our primary market areas are located in the United States along the Gulf Coast, in the Southeast, in Brownsville, Texas, along the Mississippi and Ohio Rivers, and in the Midwest. We
have a concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products and crude oil and the United States government. These
concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers' historical financial
and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for
certain transactions we may request letters of credit, prepayments or guarantees. We maintain allowances for potentially uncollectible accounts receivable.

Trade
accounts receivable, net consists of the following (in thousands):

Amounts due from insurance companies. We periodically file claims for recovery of environmental remediation costs with our
insurance carriers under
our comprehensive liability policies. We recognize our insurance recoveries in the period that we assess the likelihood of recovery as being probable (i.e., likely to occur). At June 30,
2011 and December 31, 2010, we have recognized amounts due from insurance companies of approximately $3.7 million and $4.1 million, respectively, representing our best estimate of
our probable insurance recoveries. During the three and six months ended June 30, 2011, we received reimbursements from insurance companies of approximately $0.2 million and
$0.6 million, respectively. During the three and six months ended June 30, 2011, we increased our estimate of insurance recoveries approximately $0.2 million and
$0.2 million, respectively, as we assessed the likelihood of recovery was probable related to certain increases in our estimate of environmental remediation obligations (see Note 9 of
Notes to consolidated financial statements).

The
acquisition of the Brownsville terminals from TransMontaigne Inc. has been recorded at TransMontaigne Inc.'s carryover basis in a manner similar to a reorganization of
entities under common control. TransMontaigne Inc.'s carryover basis in the Brownsville terminals is derived from the application of pushdown accounting associated with Morgan Stanley Capital
Group's acquisition of TransMontaigne Inc. on September 1, 2006. Goodwill represents the excess of Morgan Stanley Capital Group's aggregate purchase price over the fair value of the
identifiable assets acquired attributable to the Brownsville terminals.

Included
in the Brownsville terminals' operating segment are the results of the Mexican LPG operations. The adjusted purchase price for the acquisition of the Mexican LPG
operations from Rio Vista Energy Partners L.P. was allocated to the identifiable assets and liabilities acquired based upon the estimated fair value of the assets and liabilities as of the
acquisition date. Goodwill of approximately $1.5 million was recorded and represents the excess of our adjusted purchase price over the fair value of the identifiable assets acquired
attributable to the Mexican LPG operations.

Effective
as of April 1, 2011, we entered into a joint venture with PMI. We contributed approximately 1.5 million barrels of light petroleum product storage capacity, as
well as related ancillary facilities, to the joint venture, also known as Frontera Brownsville LLC, in exchange for a cash payment of approximately $25.6 million and a 50% ownership
interest. We continue to own and operate approximately 1.0 million barrels of tankage in Brownsville independent of the joint venture (see Note 3 of Notes to consolidated financial
statements). The assets contributed to the joint venture constitute a business that we no longer control. As a result, at the time of our contribution of assets to the joint venture, the approximately
$7.5 million carrying amount of goodwill associated with the contributed assets was disposed. The carrying amount of goodwill disposed was based on the relative fair values of the contributed
assets and the portion of Brownsville assets retained by us independent of the joint venture. The fair value of the contributed assets was determined based on the cash payment made by PMI to acquire a
50% interest in Frontera Brownsville LLC multiplied by two. The fair value of the assets retained in Brownsville independent of the joint venture was estimated using a discounted cash
flow model, similar to the model we use to evaluate the recovery of goodwill on at least an annual basis.

Goodwill
is required to be tested for impairment annually unless events or changes in circumstances indicate it is more likely than not that an impairment loss has been incurred at an
interim date. Our annual test for the impairment of goodwill is performed as of December 31. The impairment test is performed at the reporting unit level. Our reporting units are our operating
segments (see Note 17 of Notes to consolidated financial statements). If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be
impaired. Management exercises judgment in determining the estimated fair values of Partners' reporting units.

Amounts due under long-term terminaling services agreements. We have long-term terminaling services agreements with certain
of our customers that provide for
minimum payments that increase over the terms of the respective agreements. We recognize as revenue the minimum payments under the long-term terminaling services agreements on a
straight-line basis over the term of the respective agreements. At June 30, 2011 and December 31, 2010, we have recognized revenue in excess of the minimum payments that are
due through those respective dates under the long-term terminaling services agreements resulting in an asset of approximately $4.7 million and $4.8 million, respectively.

Deferred financing costs. Deferred financing costs are amortized using the effective interest method over the term of the
related credit facility
(see Note 11 of Notes to consolidated financial statements).

Customer relationships. Our acquisitions from TransMontaigne Inc. have been recorded at TransMontaigne Inc.'s
carryover basis in a
manner similar to a reorganization of entities under common control. Other assets, net include the carryover basis of certain customer relationships. The carryover basis of the customer relationships
is being amortized on a straight-line basis over twelve years.

Investment in land. On November 18, 2010, we acquired approximately 190 acres of undeveloped land on the Houston Ship
Channel. At
June 30, 2011 and December 31, 2010, our total costs incurred to acquire and prepare the land for its future development approximate $18.2 million and $15.1 million,
respectively.

Customer advances and deposits. We bill certain of our customers one month in advance for terminaling services to be provided in
the following month.
At June 30, 2011 and December 31, 2010, we have billed and collected from certain of our customers approximately $7.4 million and $6.7 million, respectively, in advance of
the terminaling services being provided.

Accrued environmental obligations. At June 30, 2011 and December 31, 2010, we have accrued environmental obligations of
approximately
$4.4 million and $5.1 million, respectively, representing our best estimate of our remediation obligations. During the three and six months ended June 30, 2011, we made payments
of approximately $0.4 million and $0.9 million, respectively, towards our environmental remediation obligations. During the three and six months ended June 30, 2011, we increased
our remediation obligations by approximately $0.2 million and $0.2 million, respectively, to reflect a change in our estimate of our future environmental remediation costs. Changes in
our estimates of our future environmental remediation obligations may occur as a result of the passage of time and the occurrence of future events.

Rebate due to Morgan Stanley Capital Group. Pursuant to our terminaling services agreement related to the Southeast terminals,
we agreed to rebate to
Morgan Stanley Capital Group 50% of the proceeds we receive annually in excess of $4.2 million from the sale of product gains at our Southeast terminals. At June 30, 2011 and
December 31, 2010, we have accrued a liability due to Morgan Stanley Capital Group of approximately $2.5 million and $3.0 million, respectively. During the three months ended
March 31, 2011, we paid Morgan Stanley Capital Group approximately $3.0 million for the rebate due to Morgan Stanley Capital Group for the year ended December 31, 2010.

Unrealized loss on derivative instrument. Prior to June 2011, our derivative instruments were limited to an interest rate swap
agreement with a
notional amount of $150.0 million. Our interest rate swap agreement expired in June 2011. The interest rate swap reduced our cash exposure to changes in interest rates by converting variable
interest rates to fixed interest rates. Pursuant to the terms of the interest rate swap agreement, we paid a fixed rate of approximately 2.2% and received an interest payment based on the
one-month LIBOR. The net difference to be paid or received under the interest

rate
swap agreement was settled monthly and was recognized as an adjustment to interest expense. During the three months ended June 30, 2011 and 2010, we recognized net payments to the
counterparty in the amount of approximately $0.6 million and $0.7 million, respectively, as an adjustment to interest expense. During the six months ended June 30, 2011 and 2010,
we recognized net payments to the counterparty in the amount of approximately $1.3 million and $1.4 million, respectively, as an adjustment to interest expense. At June 30, 2011
and December 31, 2010, the fair value of the interest rate swap was $nil and approximately $1.3 million, respectively. The change in fair value of approximately $1.3 million has
been reflected as an unrealized gain on derivative instrument in our accompanying consolidated statements of operations for the six months ended June 30, 2011.

Advance payments received under long-term terminaling services agreements. We have long-term terminaling services agreements
with certain of our customers that provide for advance minimum payments. We recognize the advance minimum payments as revenue either on a straight-line basis over the term of the
respective agreements or when services have been provided based on volumes of product distributed. At June 30, 2011 and December 31, 2010, we have received advance minimum payments in
excess of revenue recognized under these long-term terminaling services agreements resulting in a liability of approximately $1.2 million and $1.6 million, respectively.

Deferred revenueethanol blending fees and other projects. Pursuant to agreements with Morgan Stanley Capital Group and
others, we agreed
to undertake certain capital projects that primarily pertain to providing ethanol blending functionality at certain of our Southeast terminals. Upon completion of the projects, Morgan Stanley Capital
Group and others have agreed to pay us
lump-sum amounts that will be recognized as revenue on a straight-line basis over the remaining term of the agreements. At June 30, 2011 and December 31, 2010, we
have unamortized deferred revenue of approximately $15.6 million and $16.2 million, respectively, for completed projects. During the three and six months ended June 30, 2011, we
billed Morgan Stanley Capital Group and others approximately $0.2 million and $1.6 million, respectively, for completed projects. During the three months ended June 30, 2011 and
2010, we recognized revenue on a straight-line basis of approximately $1.1 million and $1.0 million, respectively, for completed projects. During the six months ended
June 30, 2011 and 2010, we recognized revenue on a straight-line basis of approximately $2.2 million and $1.8 million, respectively, for completed projects.

Amended and Restated Senior Secured Credit Facility. On March 9, 2011, we entered into an amended and restated senior
secured credit facility
(the "Amended Facility"). The Amended Facility replaced in its entirety the senior secured credit facility that was in place as of December 31, 2010. The Amended
Facility provides for a maximum borrowing line of credit equal to the lesser of (i) $250 million and (ii) 4.75 times Consolidated EBITDA (as defined: $318 million at
June 30, 2011). In addition, at our request, the revolving loan commitment can be increased up to an additional $100 million, in the aggregate, without the approval of the lenders, but
subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders. We may elect to have loans under the Amended Facility bear interest either
(i) at a rate of LIBOR plus a margin ranging from 2% to 3% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 1% to 2% depending on
the total leverage ratio then in effect. We also pay a commitment fee on the unused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on the total leverage ratio then in effect.
Our obligations under the Amended Facility are secured by a first priority security interest in favor of the lenders in the majority of our assets.

The
terms of the Amended Facility include covenants that restrict our ability to make cash distributions, acquisitions and investments, including investments in joint ventures. We may
make distributions of cash to the extent of our "available cash" as defined in our partnership agreement. We may make acquisitions and investments that meet the definition of "permitted acquisitions";
"other investments" which may not exceed 5% of "consolidated net tangible assets"; and "permitted JV investments" which may not exceed $125 million in the aggregate and subject to us having at
least $50 million in "liquidity" before and after giving effect to such joint venture investment. The principal balance of loans and any accrued and unpaid interest are due and payable in full
on the maturity date, March 9, 2016.

The
Amended Facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults,
material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primary financial
covenants contained in the Amended Facility are (i) a total leverage ratio test (not to exceed 4.75 times), (ii) a senior secured leverage ratio test (not to exceed 3.75 times) in the
event we issue senior unsecured notes, and (iii) a minimum interest coverage ratio test (not less than 3.0 times). We were in compliance with all of the covenants under the Amended Facility as
of June 30, 2011.

For
the three months ended June 30, 2011 and 2010, the weighted average interest rate on borrowings under the applicable credit facility was approximately 4.1% and 4.3%,
respectively. For the six months ended June 30, 2011 and 2010, the weighted average interest rate on borrowings under the applicable credit facility was approximately 4.3% and 4.2%,
respectively. At June 30, 2011 and December 31, 2010, our outstanding borrowings under the applicable credit facility were approximately $115.5 million and $122 million,
respectively. At June 30, 2011 and December 31, 2010, our outstanding letters of credit were approximately $nil at both dates.

At
June 30, 2011 and December 31, 2010, common units outstanding include approximately 13,600 and 14,600 common units, respectively, held on behalf of TransMontaigne
Services Inc.'s long-term incentive plan.

On
January 15, 2010, we issued, pursuant to an underwritten public offering, 1,750,000 common units representing limited partner interests at a public offering price of $26.60 per
common unit. On January 15, 2010, the underwriters of our secondary offering exercised in full their over-allotment option to purchase an additional 262,500 common units
representing limited partnership interests at a price of $26.60 per common unit. The net proceeds from the offering were approximately $51.0 million, after deducting underwriting discounts,
commissions, and offering expenses of approximately $0.3 million. Additionally, TransMontaigne GP, our general partner, made a cash contribution of approximately $1.1 million to
us to maintain its 2% general partner interest.

TransMontaigne GP is our general partner and manages our operations and activities. TransMontaigne GP is an indirect wholly owned subsidiary of TransMontaigne Inc.
TransMontaigne Services Inc. is an indirect wholly owned subsidiary of TransMontaigne Inc. TransMontaigne Services Inc. employs the personnel who provide support to
TransMontaigne Inc.'s operations, as well as our operations. TransMontaigne Services Inc. adopted a long-term incentive plan for its employees and consultants and the
independent directors of our general partner. The long-term incentive plan currently permits the grant of awards covering an aggregate of 1,527,604 units, which amount will automatically
increase on an annual basis by 2% of the total outstanding common and subordinated units, if any, at the end of the preceding fiscal year. At June 30, 2011, 1,289,664 units are available for
future grant under the long-term incentive plan. Ownership in the awards is subject to forfeiture until the vesting date, but recipients have distribution and voting rights from the date
of grant. Pursuant to the terms of the long-term incentive plan, all restricted phantom units and restricted common units vest upon a change in control of TransMontaigne Inc. The
long-term incentive plan is administered by the compensation committee of the board of directors of our general partner. TransMontaigne GP purchases outstanding common units on the
open market for purposes of making grants of restricted phantom units to independent directors of our general partner. TransMontaigne GP, on behalf of the long-term incentive plan,
anticipates purchasing annually up to 10,000 common units for this purpose. TransMontaigne GP, on behalf of the long-term incentive plan, has purchased 4,460 and 4,395 common units
pursuant to the program during the six months ended June 30, 2011 and 2010, respectively. In addition to the foregoing purchases, on August 10, 2010, we purchased 10,000 common units
from TransMontaigne Services Inc. for the purpose of delivering these units to Charles L. Dunlap, the CEO

of
our general partner, upon the vesting of an equivalent number of restricted phantom units, which were granted to Mr. Dunlap on August 10, 2009 under the long-term
incentive plan.

Information
about restricted phantom unit activity for the year ended December 31, 2010 and the six months ended June 30, 2011 is as follows:

Available for
future grant

Restricted
phantom
units

Grant date
price

Units outstanding at December 31, 2009

765,632

56,000

Automatic increase in units available for future grant on January 1, 2010

248,891



Vesting on January 7, 2010



(3,500

)

Grant on March 31, 2010

(6,000

)

6,000

$

27.24

Vesting on March 31, 2010



(4,000

)

Vesting on August 10, 2010



(10,000

)

Units outstanding at December 31, 2010

1,008,523

44,500

Automatic increase in units available for future grant on January 1, 2011

289,141



Grant on March 31, 2011

(8,000

)

8,000

$

36.33

Vesting on March 31, 2011



(5,500

)

Units outstanding at June 30, 2011

1,289,664

47,000

On
January 7, 2010, we accelerated the vesting of 3,500 restricted phantom units held by Duke R. Ligon as a result of his resignation as a member of the board of directors of our
general partner and then repurchased those units for cash. The aggregate consideration paid to the former director of approximately $98,000 is included in direct general and administrative expenses
for the three months ended March 31, 2010.

On
March 31, 2011 and 2010, TransMontaigne Services Inc. granted 8,000 and 6,000 restricted phantom units, respectively, to the independent directors of our general
partner. Over their respective four-year vesting periods, we will amortize deferred equity-based compensation of approximately $0.3 million and $0.2 million, associated with
the March 2011 and March 2010 grants, respectively.

Deferred
equity-based compensation of approximately $107,000 and $98,000 is included in direct general and administrative expenses for the three months ended June 30, 2011 and
2010, respectively. Deferred equity-based compensation of approximately $205,000 and $189,000 is included in direct general and administrative expenses for the six months ended June 30, 2011
and 2010, respectively.

Contract Commitments. At June 30, 2011, we have contractual commitments of approximately $13.7 million for the supply
of services,
labor and materials related to capital projects that currently are under development. We expect that these contractual commitments will be paid during the remainder of the year ending
December 31, 2011.

Operating Leases. We lease property and equipment under non-cancelable operating leases that extend through August 2030. At
June 30, 2011, future minimum lease payments under these non-cancelable operating leases are as follows (in thousands):

Years ending December 31:

Property and equipment

2011 (remainder of the year)

$

693

2012

775

2013

669

2014

621

2015

568

Thereafter

5,356

$

8,682

Rental
expense under operating leases was approximately $350,000 and $440,000 for the three months ended June 30, 2011 and 2010, respectively. Rental expense under operating
leases was approximately $640,000 and $765,000 for the six months ended June 30, 2011 and 2010, respectively.

Earnings allocable to the general partner interest in excess of distributions payable to the general partner interest

(140

)

(43

)

(242

)

(43

)

Earnings allocable to general partner interest including incentive distribution rights

(1,194

)

(808

)

(2,206

)

(1,573

)

Net earnings allocable to limited partners

$

15,834

$

9,376

$

26,148

$

18,085

Earnings
allocated to the general partner interest include amounts attributable to the incentive distribution rights. Pursuant to our partnership agreement we are required to distribute
available cash (as defined by our partnership agreement) as of the end of the reporting period. Such distributions are declared within 45 days after period end. The net earnings allocated to
the general partner interest in the consolidated statements of partners' equity and comprehensive income reflects the earnings allocation included in the table above.

The following table sets forth the distribution declared per common unit attributable to the periods indicated:

Distribution

January 1, 2010 through March 31, 2010

$

0.60

April 1, 2010 through June 30, 2010

$

0.60

July 1, 2010 through September 30, 2010

$

0.60

October 1, 2010 through December 31, 2010

$

0.61

January 1, 2011 through March 31, 2011

$

0.61

April 1, 2011 through June 30, 2011

$

0.62

The
following table reconciles the computation of basic and diluted weighted average units (in thousands):

Three months ended
June 30,

Six months ended
June 30,

2011

2010

2011

2010

Basic weighted average units

14,444

14,448

14,443

14,281

Dilutive effect of restricted phantom units

19

17

19

15

Diluted weighted average units

14,463

14,465

14,462

14,296

For
the three and six months ended June 30, 2011, we included the dilutive effect of approximately 8,000, 4,500, 30,000, 3,000, 500 and 1,000 restricted phantom units granted
March 31, 2011, March 31, 2010, August 10, 2009, March 31, 2009, July 18, 2008 and March 31, 2008, respectively, in the computation of diluted earnings per
limited partner unit because the average closing market price of our common units exceeded the related remaining deferred compensation per unvested restricted phantom units. For the three and six
months ended June 30, 2010, we included the dilutive effect of approximately 6,000, 40,000, 4,500, 1,000, 2,000 and 1,000 restricted phantom units granted March 31, 2010,
August 10, 2009, March 31, 2009, July 18, 2008, March 31, 2008 and March 31, 2007, respectively, in the computation of diluted earnings per limited partner unit
because the average closing market price of our common units exceeded the related remaining deferred compensation per unvested restricted phantom units.

We
exclude potentially dilutive securities from our computation of diluted earnings per limited partner unit when their effect would be anti-dilutive. For the three and six
months ended June 30, 2011 and 2010, there were no potentially dilutive securities that were considered anti-dilutive.

Generally accepted accounting principles defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Generally accepted
accounting principles also establishes a fair value hierarchy that prioritizes the use of higher-level inputs for valuation techniques used to measure fair value. The three levels of the fair value
hierarchy are: (1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; (2) Level 2 inputs are inputs other than quoted
prices included within Level 1 that are observable for

the
asset or liability, either directly or indirectly; and (3) Level 3 inputs are unobservable inputs for the asset or liability.

The
fair values of the following financial instruments represent our best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those
liabilities in an orderly transaction between market participants at that date. Our fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any,
market activity for the asset or liability at the measurement date, the fair value measurement reflects our judgments about the assumptions that market participants would use in pricing the asset or
liability based on the best information available in the circumstances. The following methods and assumptions were used to estimate the fair value of financial instruments at June 30, 2011 and
December 31, 2010.

Cash and cash equivalents, trade receivables and trade accounts payable. The carrying amount approximates fair value because of
the
short-term maturity of these instruments.

Derivative instrument. The fair value of our interest rate swap as of December 31, 2010 was determined using a pricing model
based on the
LIBOR swap rate and other observable market data. The fair value was determined after considering the potential impact of collateralization, adjusted to reflect nonperformance risk of both Wells Fargo
Bank N.A., the counterparty, and us. Our fair value measurement of our interest rate swap utilized Level 2 inputs. We did not have an interest rate swap as of June 30, 2011.

Debt. The carrying amount of the amended and restated senior secured credit facility, and its predecessor senior secured credit
facility,
approximates fair value since borrowings under the facilities bear interest at current market interest rates.

(17) BUSINESS SEGMENTS

We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined petroleum products, crude oil,
chemicals, fertilizers and other liquid products. We also maintain an equity method investment in Frontera Brownsville LLC that provides terminaling services to companies engaged in the
trading, distribution and marketing of light petroleum products, which is located adjacent to our Brownsville, Texas terminals. Our chief operating decision maker is our general partner's CEO. Our
general partner's CEO reviews the financial performance of our consolidated business segments using disaggregated financial information about "net margins" for purposes of making operating decisions
and assessing financial performance. "Net margins" is composed of revenue less direct operating costs and expenses. Accordingly, we present "net margins" for each of our consolidated business
segments: (i) Gulf Coast terminals,
(ii) Midwest terminals and pipeline system, (iii) Brownsville terminals, (iv) River terminals and (v) Southeast terminals. Our general partner's CEO reviews the financial
performance of our unconsolidated business segment, which constitutes our equity method investment in the Frontera Brownsville LLC, using our proportionate share of the investment's earnings.
Accordingly, we present "equity in earnings" for our unconsolidated business segment.

A summary of the significant accounting policies that we have adopted and followed in the preparation of our consolidated financial
statements is detailed in our consolidated financial statements for the year ended December 31, 2010, included in our Annual Report on Form 10-K filed on March 10,
2011 (see Note 1 of Notes to consolidated financial statements). Certain of these accounting policies require the use of estimates. The following estimates, in management's opinion, are
subjective in nature, require the exercise of judgment, and involve complex analyses: allowance for doubtful accounts, accrued environmental obligations and determining
the fair value of our reporting units when analyzing goodwill. These estimates are based on our knowledge and understanding of current conditions and actions we may take in the future. Changes in
these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial condition and
results of operations.

SIGNIFICANT DEVELOPMENTS DURING THE THREE MONTHS ENDED JUNE 30, 2011

Effective as of April 1, 2011, we entered into a joint venture with P.M.I. Services North America Inc. ("PMI"), an
indirect subsidiary of Petroleos Mexicanos ("Pemex"), the Mexican state-owned petroleum company, at our Brownsville, Texas terminal. We contributed approximately 1.5 million barrels of light
petroleum product storage capacity, as well as related ancillary facilities, to the joint venture, also known as Frontera Brownsville LLC, in exchange for a cash payment of approximately
$25.6 million and a 50% ownership interest. PMI acquired a 50% ownership interest in Frontera Brownsville LLC for a cash payment of approximately $25.6 million. We are operating
the joint venture assets under an operations and reimbursement agreement executed between us and Frontera Brownsville LLC. We continue to own and operate approximately 1.0 million
barrels of tankage in Brownsville independent of the joint venture.

On
April 18, 2011, we announced a distribution of $0.61 per unit for the period from January 1, 2011 through March 31, 2011, payable on May 10, 2011 to
unitholders of record on April 29, 2011.

On July 18, 2011, we announced a distribution of $0.62 per unit for the period from April 1, 2011 through June 30,
2011, payable on August 9, 2011 to unitholders of record on July 29, 2011.

On
July 19, 2011, we announced that we had entered into agreements for the construction and operation of 1.0 million barrels of crude oil storage adjacent to Blueknight
Energy Partners L.P.'s (BKEP) Cushing, Oklahoma facility. We will lease a portion of the land at BKEP's Cushing facility and construct storage tanks and associated infrastructure on that
property for the receipt, blending and storage of 1.0 million barrels of crude oil. We will cooperate with BKEP on the design and construction of the facility. BKEP will provide operational
services for us under a long-term operating agreement and provide connectivity between our facility and the Cushing market through BKEP's existing facility and infrastructure. We have
entered into a long-term terminaling services agreement with Morgan Stanley Capital Group for the use of the facility. Construction of the
facility is expected to begin in August with completion planned for the second quarter of 2012. Anticipated cost of the project is less than $25 million.

The following discussion and analysis of the results of operations and financial condition should be read in conjunction with the
accompanying unaudited consolidated financial statements.

ANALYSIS OF REVENUE

Total Revenue. We derive revenue from our terminal and pipeline transportation operations by charging fees for providing
integrated terminaling,
transportation and related services. Our total revenue by category was as follows (in thousands):

Total Revenue by Category

Three months ended
June 30,

2011

2010

Terminaling services fees, net

$

28,024

$

30,359

Pipeline transportation fees

1,213

1,204

Management fees and reimbursed costs

1,112

514

Other

6,483

4,705

Revenue

$

36,832

$

36,782

See
discussion below for a detailed analysis of terminaling services fees, net, pipeline transportation fees, management fees and reimbursed costs, and other revenue included in the
table above.

We
operate our business and report our results of operations in five principal consolidated business segments: (i) Gulf Coast terminals, (ii) Midwest terminals and pipeline
system, (iii) Brownsville terminals, (iv) River terminals and (v) Southeast terminals. The aggregate revenue of each of our consolidated business segments was as follows (in
thousands):

Total Revenue by Consolidated Business Segment

Three months ended
June 30,

2011

2010

Gulf Coast terminals

$

14,573

$

13,329

Midwest terminals and pipeline system

2,132

1,951

Brownsville terminals

4,246

5,612

River terminals

2,810

3,777

Southeast terminals

13,071

12,113

Revenue

$

36,832

$

36,782

Total
revenue by consolidated business segment is presented and further analyzed below by category of revenue.

Terminaling Services Fees, Net. Pursuant to terminaling services agreements with our customers, which range from one month to
seven years in
duration, we generate fees by distributing and storing products for our customers. Terminaling services fees, net include throughput fees based on the volume of product distributed from the facility,
injection fees based on the volume of product injected with

additive
compounds and storage fees based on a rate per barrel of storage capacity per month. The terminaling services fees, net by business segments were as follows (in thousands):

Terminaling Services Fees, Net, by Consolidated Business Segment

Three months ended
June 30,

2011

2010

Gulf Coast terminals

$

11,787

$

11,596

Midwest terminals and pipeline system

945

937

Brownsville terminals

1,671

3,640

River terminals

2,769

3,691

Southeast terminals

10,852

10,495

Terminaling services fees, net

$

28,024

$

30,359

The
decrease in terminaling services fees, net includes a decrease of approximately $1.9 million at our Brownsville terminals resulting from the contributed product storage
capacity to the Frontera Brownsville LLC joint venture and a decrease of approximately $0.6 million at certain of our River terminals due to unsubscribed capacity. These decreases have
been partially offset by an increase in terminaling service fees, net of approximately $0.2 million resulting from the completion of ethanol blending functionality at certain of our Southeast
terminals.

Included
in terminaling services fees, net for the three months ended June 30, 2011 and 2010 are fees recognized from agreements with Morgan Stanley Capital Group of approximately
$19.1 million and $19.1 million, respectively, and TransMontaigne Inc. of approximately $0.9 million and $1.6 million, respectively.

Our
terminaling services agreements are structured as either throughput agreements or storage agreements. Most of our throughput agreements contain provisions that require our customers
to throughput a minimum volume of product at our facilities over a stipulated period of time, which results in a fixed amount of revenue to be recognized by us. Our storage agreements require our
customers to make minimum payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of revenue to be recognized by us. We refer to
the fixed amount of revenue recognized pursuant to our terminaling services agreements as being "firm commitments." Revenue recognized in excess of firm commitments and revenue recognized based solely
on the volume of product distributed or injected are referred to as "variable." The "firm

Pipeline Transportation Fees. We earn pipeline transportation fees at our Razorback pipeline and Diamondback pipeline based on
the volume of product
transported and the distance from the origin point to the delivery point. The Federal Energy Regulatory Commission regulates the tariff on the Razorback pipeline and the Diamondback pipeline. The
pipeline transportation fees by business segments were as follows (in thousands):

Included
in pipeline transportation fees for the three months ended June 30, 2011 and 2010 are fees charged to Morgan Stanley Capital Group of approximately $0.5 million
and $0.6 million, respectively, and TransMontaigne Inc. of approximately $0.7 million and $0.6 million, respectively.

Management Fees and Reimbursed Costs. We manage and operate for a major oil company certain tank capacity at our Port Everglades
(South) terminal and
receive reimbursement of their proportionate share of operating and maintenance costs. We manage and operate for an affiliate of Mexico's state-owned petroleum company a bi-directional
products pipeline connected to our Brownsville, Texas terminal facility and receive a management fee and reimbursement of costs. Effective as of April 1, 2011, we entered into the Frontera
Brownsville LLC joint venture. We manage and operate the joint venture and receive a management fee based on our costs incurred. Prior to April 27, 2010, we also managed and operated for
another major oil company two terminals that are adjacent to our Southeast facilities and received a reimbursement of their proportionate share of operating and maintenance costs. On April 27,
2010, we purchased the two terminals that were adjacent to our Southeast facilities. The management fees and reimbursed costs by business segments were as follows (in thousands):

Management Fees and Reimbursed Costs by Consolidated Business Segment

Three months
ended
June 30,

2011

2010

Gulf Coast terminals

$

18

$

24

Midwest terminals and pipeline system





Brownsville terminals

1,094

454

River terminals





Southeast terminals



36

Management fees and reimbursed costs

$

1,112

$

514

Included
in management fees and reimbursed costs for the three months ended June 30, 2011 and 2010 are fees charged to Frontera Brownsville LLC of approximately
$0.6 million and $nil, respectively.

Other Revenue. We provide ancillary services including heating and mixing of stored products, product transfer services, railcar
handling, wharfage
fees and vapor recovery fees. Pursuant to terminaling services agreements with our throughput customers, we are entitled to the volume of product gained resulting from differences in the measurement
of product volumes received and distributed at our terminaling facilities. Consistent with recognized industry practices, measurement differentials occur as the result of the inherent variances in
measurement devices and methodology. We recognize as revenue the net proceeds from the sale of the product gained. Other revenue is composed of the following (in thousands):

Principal Components of Other Revenue

Three months
ended
June 30,

2011

2010

Product gains, net

$

4,668

$

2,770

Steam heating fees

947

949

Product transfer services

216

289

Railcar handling

121

165

Other

531

532

Other revenue

$

6,483

$

4,705

For
the three months ended June 30, 2011 and 2010, we sold approximately 46,100 and 34,600 barrels, respectively, of product gained resulting from differences in the
measurement of product volumes received and distributed at our terminaling facilities at average prices of $126 and $95 per barrel, respectively. Pursuant to our terminaling services agreement related
to the Southeast terminals, we agreed to rebate to Morgan Stanley Capital Group 50% of the proceeds we receive annually in excess of $4.2 million from the sale of product gains at our Southeast
terminals. For the three months ended June 30, 2011 and 2010, we accrued a liability due to Morgan Stanley Capital Group of approximately $1.1 million and $0.5 million,
respectively.

Included
in other revenue for the three months ended June 30, 2011 and 2010 are amounts charged to Morgan Stanley Capital Group of approximately $4.7 million and
$3.1 million, respectively, and TransMontaigne Inc. of approximately $nil and $0.1 million, respectively.

The
other revenue by business segments were as follows (in thousands):

Costs and Expenses. The direct operating costs and expenses of our operations include the directly related wages and employee
benefits, utilities,
communications, maintenance and repairs, property taxes, rent, vehicle expenses, environmental compliance costs, materials and supplies. Consistent with historical trends, across our terminaling and
transportation facilities we anticipate an increase in repairs and maintenance expenses in the later months of the year as the weather becomes more conducive to these types of projects. The direct
operating costs and expenses of our operations were as follows (in thousands):

Direct Operating Costs and Expenses

Three months
ended
June 30,

2011

2010

Wages and employee benefits

$

5,689

$

5,786

Utilities and communication charges

1,908

1,995

Repairs and maintenance

6,336

3,467

Office, rentals and property taxes

1,731

1,852

Vehicles and fuel costs

359

347

Environmental compliance costs

1,121

668

Other

492

414

Direct operating costs and expenses

$

17,636

$

14,529

The
direct operating costs and expenses of our consolidated business segments were as follows (in thousands):

Direct Operating Costs and Expenses by Consolidated Business Segment

Three months
ended
June 30,

2011

2010

Gulf Coast terminals

$

5,942

$

4,954

Midwest terminals and pipeline system

418

445

Brownsville terminals

3,121

3,109

River terminals

1,819

1,725

Southeast terminals

6,336

4,296

Direct operating costs and expenses

$

17,636

$

14,529

The
accompanying consolidated financial statements include direct general and administrative expenses of our operations primarily for accounting and legal costs associated with annual
and quarterly reports and tax return and Schedule K-1 preparation and distribution, independent director fees and deferred equity-based compensation. The direct general and
administrative expenses were approximately $0.8 million and $0.5 million for the three months ended June 30, 2011 and 2010, respectively.

taxes,
engineering and other corporate services. The allocated general and administrative expenses were approximately $2.6 million and $2.6 million for the three months ended
June 30, 2011 and 2010, respectively.

The
accompanying consolidated financial statements also include allocated insurance charges from TransMontaigne Inc. for allocations of insurance premiums to cover costs of
insuring activities such as property, casualty, pollution, automobile, directors' and officers' liability, and other insurable risks. The allocated insurance expenses were approximately
$0.8 million and $0.8 million for the three months ended June 30, 2011 and 2010, respectively.

The
accompanying consolidated financial statements also include amounts paid to TransMontaigne Services Inc. as a partial reimbursement of bonus awards granted by TransMontaigne
Services Inc. to certain key officers and employees that vest over future service periods. The reimbursement of bonus awards was approximately $0.3 million and $0.3 million for
the three months ended June 30, 2011 and 2010, respectively.

For
the three months ended June 30, 2011 and 2010, depreciation and amortization expense was approximately $6.7 million and $7.0 million, respectively.

RESULTS OF OPERATIONSSIX MONTHS ENDED JUNE 30, 2011 AND 2010

The following discussion and analysis of the results of operations and financial condition should be read in conjunction with the
accompanying unaudited consolidated financial statements.

ANALYSIS OF REVENUE

Total Revenue. We derive revenue from our terminal and pipeline transportation operations by charging fees for providing
integrated terminaling,
transportation and related services. Our total revenue by category was as follows (in thousands):

The
aggregate revenue of each of our consolidated business segments was as follows (in thousands):

Total Revenue by Consolidated Business Segment

Six months ended
June 30,

2011

2010

Gulf Coast terminals

$

28,698

$

27,466

Midwest terminals and pipeline system

3,918

3,802

Brownsville terminals

11,032

11,149

River terminals

6,045

7,564

Southeast terminals

26,275

23,955

Revenue

$

75,968

$

73,936

Terminaling Services Fees, Net. Pursuant to terminaling services agreements with our customers, which range from one month to
seven years in
duration, we generate fees by distributing and storing products for our customers. Terminaling services fees, net include throughput fees based on the volume of product distributed from the facility,
injection fees based on the volume of product injected with additive compounds and storage fees based on a rate per barrel of storage capacity per month. The terminaling services fees, net by business
segments were as follows (in thousands):

Terminaling Services Fees, Net, by Consolidated Business Segment

Six months ended
June 30,

2011

2010

Gulf Coast terminals

$

23,056

$

23,382

Midwest terminals and pipeline system

1,887

1,861

Brownsville terminals

5,954

7,107

River terminals

5,907

7,398

Southeast terminals

21,478

20,691

Terminaling services fees, net

$

58,282

$

60,439

The
decrease in terminaling services fees, net includes a decrease of approximately $1.9 million at our Brownsville terminals resulting from the contributed product storage
capacity to the Frontera Brownsville LLC joint venture and a decrease of approximately $1.1 million at certain of our River terminals due to unsubscribed capacity. These decreases have
been partially offset by an increase in terminaling service fees, net of approximately $0.5 million resulting from the completion of ethanol blending functionality at certain of our Southeast
terminals.

Included
in terminaling services fees, net for the six months ended June 30, 2011 and 2010 are fees recognized from agreements with Morgan Stanley Capital Group of approximately
$38.0 million and $38.0 million, respectively, and TransMontaigne Inc. of approximately $1.8 million and $3.4 million, respectively.

Our terminaling services agreements are structured as either throughput agreements or storage agreements. Most of our throughput agreements contain provisions
that require our customers to throughput a minimum volume of product at our facilities over a stipulated period of time, which results in a fixed amount of revenue to be recognized by us. Our storage
agreements require our customers to make minimum payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of revenue to be
recognized by us. We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being "firm commitments." Revenue recognized in excess of firm commitments and
revenue recognized based solely on the volume of product distributed or injected are referred to as "variable." The "firm commitments" and "variable" revenue included in terminaling services fees, net
were as follows (in thousands):

Firm Commitments and Variable Revenue

Six months ended
June 30,

2011

2010

Firm commitments:

External customers

$

16,932

$

17,337

Affiliates

39,865

41,618

Total

56,797

58,955

Variable:

External customers

1,541

1,661

Affiliates

(56

)

(177

)

Total

1,485

1,484

Terminaling services fees, net

$

58,282

$

60,439

At
June 30, 2011, the remaining terms on the terminaling services agreements that generated "firm commitments" for the six months ended June 30, 2011 were as follows (in
thousands):

Pipeline Transportation Fees. We earn pipeline transportation fees at our Razorback pipeline and Diamondback pipeline based on
the volume of product
transported and the distance from the origin point to the delivery point. The Federal Energy Regulatory Commission regulates the tariff on the

Razorback
pipeline and the Diamondback pipeline. The pipeline transportation fees by business segments were as follows (in thousands):

Pipeline Transportation Fees by Consolidated Business Segment

Six months ended
June 30,

2011

2010

Gulf Coast terminals

$



$



Midwest terminals and pipeline system

923

1,037

Brownsville terminals

1,250

1,341

River terminals





Southeast terminals





Pipeline transportation fees

$

2,173

$

2,378

Included
in pipeline transportation fees for the six months ended June 30, 2011 and 2010 are fees charged to Morgan Stanley Capital Group of approximately $0.9 million and
$1.0 million, respectively, and TransMontaigne Inc. of approximately $1.3 million and $1.3 million, respectively.

Management Fees and Reimbursed Costs. We manage and operate for a major oil company certain tank capacity at our Port Everglades
(South) terminal and
receive reimbursement of their proportionate share of operating and maintenance costs. We manage and operate for an affiliate of Mexico's state-owned petroleum company a bi-directional
products pipeline connected to our Brownsville, Texas terminal facility and receive a management fee and reimbursement of costs.
Effective as of April 1, 2011, we entered into the Frontera Brownsville LLC joint venture. We agreed to operate the joint venture in accordance with an operations and reimbursement
agreement executed between us and Frontera Brownsville LLC for a management fee based on our costs incurred. Prior to April 27, 2010, we also managed and operated for another major oil
company two terminals that are adjacent to our Southeast facilities and received a reimbursement of their proportionate share of operating and maintenance costs. On April 27, 2010, we purchased
the two terminals that were adjacent to our Southeast facilities. The management fees and reimbursed costs by business segments were as follows (in thousands):

Management Fees and Reimbursed Costs by Consolidated Business Segment

Six months ended
June 30,

2011

2010

Gulf Coast terminals

$

35

$

40

Midwest terminals and pipeline system





Brownsville terminals

1,548

896

River terminals





Southeast terminals



118

Management fees and reimbursed costs

$

1,583

$

1,054

Included
in management fees and reimbursed costs for the six months ended June 30, 2011 and 2010 are fees charged to Frontera Brownsville LLC of approximately
$0.6 million and $nil, respectively.

Other Revenue. We provide ancillary services including heating and mixing of stored products, product transfer services, railcar
handling, wharfage
fees and vapor recovery fees. Pursuant to terminaling services agreements with our throughput customers, we are entitled to the volume of

product
gained resulting from differences in the measurement of product volumes received and distributed at our terminaling facilities. Consistent with recognized industry practices, measurement
differentials occur as the result of the inherent variances in measurement devices and methodology. We recognize as revenue the net proceeds from the sale of the product gained. Other revenue is
composed of the following (in thousands):

Principal Components of Other Revenue

Six months ended
June 30,

2011

2010

Product gains, net

$

9,358

$

5,656

Steam heating fees

2,254

2,412

Product transfer services

653

569

Railcar handling

293

305

Other

1,372

1,123

Other revenue

$

13,930

$

10,065

For
the six months ended June 30, 2011 and 2010, we sold approximately 98,100 and 72,300 barrels, respectively, of product gained resulting from differences in the measurement of
product volumes received and distributed at our terminaling facilities at average prices of $121 and $92 per barrel, respectively. Pursuant to our terminaling services agreement related to the
Southeast terminals, we agreed to rebate to Morgan Stanley Capital Group 50% of the proceeds we receive annually in excess of $4.2 million from the sale of product gains at our Southeast
terminals. For the six months ended June 30, 2011 and 2010, we accrued a liability due to Morgan Stanley Capital Group of approximately $2.5 million and $1.0 million,
respectively.

Included
in other revenue for the six months ended June 30, 2011 and 2010 are amounts charged to Morgan Stanley Capital Group of approximately $9.6 million and
$6.5 million, respectively, and TransMontaigne Inc. of approximately $nil and $0.3 million, respectively.

The
other revenue by consolidated business segments were as follows (in thousands):

Our primary liquidity needs are to fund our working capital requirements, distributions to unitholders, approved capital projects and
future expansion, development and acquisition opportunities. We believe that we will be able to generate sufficient cash from operations in the future to fund our working capital requirements and our
distributions to unitholders. We expect to initially fund our approved capital projects and our future expansion, development and acquisition opportunities with additional borrowings under our amended
and restated senior secured credit facility, which replaced our existing senior secured credit facility effective March 9, 2011 (See Note 11 of Notes to consolidated financial
statements). After initially funding expenditures for approved capital projects and future expansion, development and acquisition opportunities with borrowings under our amended and restated senior
secured credit facility, we may raise funds through additional equity offerings and debt financing, which may include the issuance of senior unsecured notes. The proceeds of such equity offerings and
debt financings may then be used to reduce our outstanding borrowings under our amended and restated senior secured credit facility.

Excluding
acquisitions and investments, our capital expenditures for the six months ended June 30, 2011 were approximately $12.7 million for terminal and pipeline
facilities and assets to support these facilities. Management and the board of directors of our general partner have approved expansion capital projects that currently are or will be under
construction with estimated completion dates that extend through June 30, 2012. At June 30, 2011, the remaining capital expenditures to complete the approved expansion capital projects
are estimated to range from $26 million to $29 million. We expect to fund our expansion capital expenditures with additional borrowings under our amended and restated senior secured
credit facility. The budgeted expansion capital projects include the following:

Terminal

Description of project

Incremental
storage
capacity

Expected
completion

(in Bbls)

Southeast

Ethanol blending functionality

2nd half 2011

Collins/Purvis

Increase light oil tank capacity

700,000

2nd half 2011

Cushing, OK

Crude oil tank capacity

1,000,000

1st half 2012

Effective
as of March 1, 2011, we acquired from TransMontaigne Inc. its Pensacola, Florida refined petroleum products terminal with approximately 270,000 barrels of
aggregate active storage capacity for a cash payment of approximately $12.8 million (See Note 3 of Notes to consolidated financial statements). We funded the Pensacola terminal purchase
with additional borrowings under our senior secured credit facility.

Effective
as of April 1, 2011, we entered into a joint venture with P.M.I. ("PMI") Services North America Inc., an indirect subsidiary of Petroleos Mexicanos
("Pemex"), the Mexican state-owned petroleum company, at our Brownsville, Texas terminal. We contributed approximately 1.5 million barrels of light petroleum product storage capacity, as well
as related ancillary facilities, to the joint venture, also known as Frontera Brownsville LLC, in exchange for a cash payment of approximately $25.6 million and a 50% ownership interest
(See Note 3 of Notes to consolidated financial statements). We used the $25.6 million in cash proceeds to pay down outstanding borrowings under our amended
and restated senior secured credit facility. We anticipate receiving a cash distribution from the joint venture on a quarterly basis. The amount of the distribution is dependent on the quarterly
operations of the joint venture. On August 1, 2011, we received a cash distribution of approximately $0.7 million from the joint venture attributable to the three months ended
June 30, 2011.

We
are currently exploring various acquisition, development, and joint venture opportunities some of which are substantial in size. We may rely on future equity offerings and debt
financings, in addition to our amended and restated senior secured credit facility, to fund these opportunities.

Our
amended and restated senior secured credit facility that became effective March 9, 2011 provides for a maximum borrowing line of credit equal to $250 million. At
June 30, 2011, our outstanding borrowings were $115.5 million. In addition, at our request, the maximum borrowings under the facility can be increased up to an additional
$100 million, in the aggregate, without the approval of the lenders, but subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders.
Future expansion, development and acquisition expenditures will depend on numerous factors, including the availability, economics and cost of appropriate acquisitions which we identify and evaluate;
the economics, cost and required regulatory approvals with respect to the expansion and enhancement of existing systems and facilities; customer demand for the services we provide; local, state and
federal governmental regulations; environmental compliance requirements; and the availability of debt financing and equity capital on acceptable terms.

Amended and Restated Senior Secured Credit Facility. On March 9, 2011, we entered into an amended and restated senior
secured credit facility
(the "Amended Facility"). The Amended Facility replaced in its entirety the senior secured credit facility that was in place as of December 31, 2010. The Amended Facility provides for a maximum
borrowing line of credit equal to the lesser of (i) $250 million and (ii) 4.75 times Consolidated EBITDA (as defined: $318 million at June 30, 2011). In addition, at
our request, the revolving loan commitment can be increased up to an additional $100 million, in the aggregate, without the approval of the lenders, but subject to the approval of the
administrative agent and the receipt of additional commitments from one or more lenders. We may elect to have loans under the Amended Facility bear interest either (i) at a rate of LIBOR plus a
margin ranging from 2% to 3% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 1% to 2% depending on the total leverage ratio then in
effect. We also pay a commitment fee on the unused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on the total leverage ratio then in effect. Our obligations under the Amended
Facility are secured by a first priority security interest in favor of the lenders in the majority of our assets.

The
terms of the Amended Facility include covenants that restrict our ability to make cash distributions, acquisitions and investments, including investments in joint ventures. We may
make distributions of cash to the extent of our "available cash" as defined in our partnership agreement. We may make acquisitions and investments that meet the definition of "permitted acquisitions";
"other investments" which may not exceed 5% of "consolidated net tangible assets"; and "permitted JV investments" which may not exceed $125 million in the aggregate and subject to us having at
least $50 million in "liquidity" before and after giving effect to such joint venture investment. The principal balance of loans and any accrued and unpaid interest are due and payable in full
on the maturity date, March 9, 2016.

The
Amended Facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults,
material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primary financial
covenants contained in the Amended Facility are (i) a total leverage ratio test (not to exceed 4.75 times), (ii) a senior secured leverage ratio test (not to exceed 3.75 times) in the
event we issue senior unsecured notes, and (iii) a minimum interest coverage ratio test (not less than 3.0 times). These financial covenants are based on a defined financial performance measure
within the Amended Facility known as

If
we were to fail either financial performance covenant, or any other covenant contained in the Amended Facility, we would seek a waiver from our lenders under such
facility. If we were unable to obtain a waiver from our lenders and the default remained uncured after any applicable grace period, we would be in breach of the Amended Facility, and the lenders would
be entitled to declare all outstanding borrowings immediately due and payable.

We
believe that our future cash expected to be provided by operating activities, available borrowing capacity under our amended and restated senior secured credit facility, and our
relationship with institutional lenders and equity investors should enable us to meet our committed capital and our essential liquidity requirements through at least the maturity date of our amended
and restated senior secured credit facility (March 2016).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained in this Item 3 updates, and should be read in conjunction with, information set forth in
Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2010, in addition to the interim unaudited consolidated financial statements,
accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations presented in Part 1, Items 1 and 2 of this Quarterly Report on
Form 10-Q. There are no material changes in the market risks faced by us from those reported in our Annual Report on Form 10-K for the year ended
December 31, 2010.

Market
risk is the risk of loss arising from adverse changes in market rates and prices. The principal market risk to which we are exposed is interest rate risk associated with
borrowings under our amended and restated senior secured credit facility. Borrowings under our amended and restated senior secured credit facility bear interest at a variable rate based on LIBOR or
the lender's base rate. At

June 30,
2011, we had outstanding borrowings of approximately $115.5 million under our amended and restated senior secured credit facility. Based on the outstanding balance of our
variable-interest-rate debt at June 30, 2011 and assuming market interest rates increase or decrease by 100 basis points, the potential annual increase or decrease in interest
expense is approximately $1.2 million.

We
do not purchase or market products that we handle or transport and, therefore, we do not have material direct exposure to changes in commodity prices, except for the value of product
gains arising from certain of our terminaling services agreements with our customers. Pursuant to our terminaling services agreement related to the Southeast terminals, we agreed to rebate to Morgan
Stanley Capital Group 50% of the proceeds we receive annually in excess of $4.2 million from the sale of product gains at our Southeast terminals. We do not use derivative commodity instruments
to manage the commodity risk associated with the product we may own at any given time. Generally, to the extent we are entitled to retain product pursuant to terminaling services agreements with our
customers, we sell the product to Morgan Stanley Capital Group and other marketing and distribution companies on a monthly basis; the sales price is based on industry indices.

For
the six months ended June 30, 2011 and 2010, we sold approximately 98,100 and 72,300 barrels, respectively, of product gained resulting from differences in the measurement of
product volumes received and distributed at our terminaling facilities at average prices of $121 and $92 per barrel, respectively.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the
reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods
specified by the Commission's rules and forms, and that information is accumulated and communicated to the management of our general partner, including our general partner's principal executive and
principal financial officer (whom we refer to as the Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. The management of our general partner evaluated, with
the participation of the Certifying Officers, the effectiveness of our disclosure controls and procedures as of June 30, 2011,
pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, the Certifying Officers concluded that, as of June 30, 2011, our disclosure controls and
procedures were effective. There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

ITEM 1A. RISK FACTORS

The following risk factors, discussed in more detail in "Item 1A. Risk Factors," in our Annual Report on
Form 10-K for the year ended December 31, 2010, filed on March 10, 2011, which risk factors are expressly incorporated into this report by reference, are important
factors that could cause actual results to differ materially from our expectations and may adversely affect our business and results of operations, include, but are not limited
to:



a reduction in revenue from any of our significant customers upon which we rely for a substantial majority of our revenue;



failure by any of our significant customers to continue to engage us to provide services after the expiration of existing
terminaling services agreements, or our failure to secure comparable alternative arrangements;

a lack of access to new capital would impair our ability to expand our operations;



the impact of Morgan Stanley's status as a bank holding company on its ability to conduct certain nonbanking activities or
retain certain investments, including control of our general partner;



a decrease in demand for products due to high prices, alternative fuel sources, new technologies or adverse economic
conditions;



the availability of acquisition opportunities and successful integration and future performance of acquired facilities;



competition from other terminals and pipelines that may be able to supply our significant customers with terminaling
services on a more competitive basis;



the continued creditworthiness of, and performance by, our significant customers;



the ability of our significant customers to secure financing arrangements adequate to purchase their desired volume of
product;



the impact on our facilities or operations of extreme weather conditions, such as hurricanes, and other events, such as
terrorist attacks or war and costs associated with environmental compliance and remediation;



we may have to refinance our existing debt in unfavorable market conditions;



timing, cost and other economic uncertainties related to the construction of new tank capacity or facilities;



the impact of current and future laws and governmental regulations, general economic, market or business conditions;



the failure of our existing and future insurance policies to fully cover all risks incident to our business;



the age and condition of many of our pipeline and storage assets may result in increased maintenance and remediation
expenditures;



conflicts of interest and the limited fiduciary duties of our general partner, which is indirectly controlled by Morgan
Stanley Capital Group;



cost reimbursements, which are determined by our general partner, and fees paid to our general partner and its affiliates
for services will continue to be substantial;



the control of our general partner being transferred to a third party without unitholder consent;



our general partners limited call right may require unitholders to sell their common units at an undesirable time or
price;



the possibility that our unitholders could be held liable under some circumstances for our obligations to the same extent
as a general partner;

our failure to avoid federal income taxation as a corporation or the imposition of state level taxation;



the impact of new IRS regulations or a challenge of our current allocation of income, gain, loss and deductions among our
unitholders or our use of a calendar year end for federal income tax purposes; and



the sale or exchange of 50% or more of our capital and profits interests within a 12-month period would result
in a deemed termination of our partnership for income tax purposes.

There
have been no material changes from risk factors as previously disclosed in our annual report on Form 10-K for the year ended December 31, 2010, filed on
March 10, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Securities. The following table covers the purchases of our common units by, or on behalf of, Partners during the
three months ended
June 30, 2011 covered by this report.

Period

Total
number of
common units
purchased

Average price
paid per
common unit

Total number of
common units
purchased as part of
publicly announced
plans or programs

Maximum number of
common units that
may yet be purchased
under the plans or
programs

April

840

$

36.66

840

6,640

May

550

$

36.26

550

6,090

June

550

$

34.84

550

5,540

1,940

$

36.03

1,940

During
the three months ended June 30, 2011, we purchased 1,940 common units, with approximately $70,000 of aggregate market value, in the open market pursuant to a purchase
program announced on May 7, 2007. The purchase program establishes the purchase, from time to time, of our outstanding common units for purposes of making subsequent grants of restricted
phantom units under the TransMontaigne Services Inc. Long-Term Incentive Plan to independent directors of our general partner. Pursuant to the terms of the purchase program, we
anticipate purchasing annually up to 10,000 common units. There is no guarantee as to the exact number of common units that will be purchased under the purchase program, and the purchase program may
be discontinued at any time. Unless we choose to terminate the purchase program earlier, the purchase program terminates on the earlier to occur of May 31, 2012; our liquidation, dissolution,
bankruptcy or insolvency; the public announcement of a tender or exchange offer for the common units; or a merger, acquisition, recapitalization, business combination or other occurrence of a "Change
of Control" under the TransMontaigne Services Inc. Long-Term Incentive Plan.

ITEM 6. EXHIBITS

Exhibits:

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.